科勒尼美股招股说明书(2025-09-26版)

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT To the Shareholders of Colony Bankcorp, Inc. and TC Bancshares, Inc.: On July23, 2025, Colony Bankcorp, Inc., or “Colony,” and TC Bancshares, Inc., or “TCBC,” enteredinto an Agreement and Plan of Merger, which we refer to as the merger agreement, pursuant to which TCBCwill merge with and into Colony, with Colony surviving the merger, which we refer to as the merger.Immediately following the merger, TCBC’s wholly-owned banking subsidiary, TC Federal Bank, a federalsavings association, will merge with and into Colony’s wholly-owned banking subsidiary, Colony Bank, aGeorgia state-chartered bank, with Colony Bank as the surviving bank, which we refer to as the bankmerger. Pursuant to the merger agreement, each share of TCBC common stock issued and outstandingimmediately prior to the effective time of the merger will be converted into the right to receive, at theelection of each TCBC shareholder, either: (i)$21.25 in cash (the “per share cash consideration”) or(ii)1.25 shares of Colony common stock (the “per share stock consideration”), subject to customaryproration and allocation procedures such that approximately 20% of TCBC shares will receive the cashconsideration and the remaining 80% will receive the stock consideration (the consideration such holderreceives, the “merger consideration”). The aggregate number of shares of Colony common stock to beissued as merger consideration in the merger will be 3,839,748. Immediately prior to the effective time of the merger, all outstanding shares of TCBC common stocksubject to vesting restrictions granted under TCBC stock plans (which we refer to as “TCBC restrictedstock”) will become fully vested and treated like any other issued and outstanding share of TCBC commonstock. At the effective time of the merger, each option to purchase shares of TCBC common stock, whethervested or unvested, will be cancelled and converted into the right to receive an amount in cash, withoutinterest, equal to the product of (1)the total number of shares of TCBC common stock subject to suchoption and (2)the excess, if any, of the per share cash consideration over the exercise price per share ofTCBC common stock under such option, less applicable taxes. Although the number of shares of Colony common stock that TCBC shareholders may choose toreceive as per share stock consideration is fixed, the market value of the per share stock consideration andthe aggregate merger consideration will fluctuate with the market price of Colony common stock and willnot be known at the time TCBC or Colony shareholders vote on the merger. Colony common stock iscurrently quoted on the New York Stock Exchange under the symbol “CBAN.” Based on the last reportedsale price of Colony common stock of $17.73 per share on July22, 2025, the last full trading day before thepublic announcement of the merger agreement, the 1.25 exchange ratio represented approximately $22.16 invalue for each share of TCBC common stock to be converted into Colony common stock. Based on theclosing sale price of Colony common stock of $18.03 per share on September 23, 2025, the latestpracticable trading date prior to the printing of this joint proxy statement/prospectus, the exchange ratiorepresented approximately $22.54 in value for each share of TCBC common stock to be converted intoColony common stock. TCBC common stock is quoted on the OTCQX Best Market under the symbol“TCBC” and the last sale price on July22, 2025, the last full trading day before the public announcement ofthe merger agreement, was $16.31 per share, and the most recent reported closing sale price of TCBCcommon stock on September 23, 2025 was $21.38 per share. We urge you to obtain current marketquotations for the price of Colony common stock and TCBC common stock. The number of shares of Colony common stock offered by Colony and issuable in the merger is3,839,748 shares, subject to adjustment based on certain potential anti-dilutive adjustments described in thisjoint proxy statement/prospectus. Following the completion of the merger, former TCBC shareholders willown approximately 18.0% of the combined company based upon the number of Colony shares outstandingas of September 22, 2025. Colony will hold a special meeting of its shareholders (which we refer to as the “Colony specialmeeting”) on November 13, 2025, at 11:00 a.m local time, at the AC Hotel Savannah Historic District, 601E. River St., Savannah, GA 31401, where Colony shareholders will be asked to vote on a proposal toapprove the issuance of shares of Colony common stock as merger consideration (which we refer to as the“Colony stock issuance proposal”), and related matters. TCBC will hold a special meeting of itsshareholders (which we refer to as the “TCBC special meeting”) on November 12, 2025, at 8:30 a.m. localtime, at the main office of TC Federal Bank located at 131 S Dawson Street, Thomasville, Georgia 31792,where TCBC shareholders will be asked to vote